exv10w37











Exhibit 10.37




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between the Assignor identified in item 1
below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including, without limitation, the
Letters of Credit and the Swing Line Loans included in such the facility) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned by the Assignor to the Assignee pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned Interest”). Each such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:
	 	Citibank, N.A.
	 

	 	 	 	 
	 
	 	 	 	 
	2.

	 	Assignee:
	 	Northern Trust Company
	 

	 	 	 	 
	 
	 	 	 	 
	3.

	 	Borrower(s):
	 	Piedmont Natural Gas Company, Inc.
	 

	 	 	 	 
	 
	 	 	 	 
	4.

	 	Administrative Agent:
 

	 	Bank of America, N.A., as the
administrative agent under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
 

	 	
Credit Agreement, dated as of April 25,
2006, among PIEDMONT NATURAL GAS COMPANY,
INC., a North Carolina corporation, the
Lenders from time to time party thereto,
and Bank of America, N.A., as
Administrative Agent, L/C Issuer, and Swing
Line Lender











E-1
 Form of Assignment and Assumption









 











6. Assigned Interest:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Amount	 	 	Amount of	 	 	Percentage	 
	 	 	 	 	 	 	of Commitment	 	 	Commitment	 	 	Assigned of	 
	Assignor	 	Assignee	 	 	for all Lenders1	 	 	Assigned	 	 	Commitment2	 
	Citibank, N.A.
	 	Northern Trust Company	 	$	450,000,000.00	 	 	$	32,000,000.00	 	 	 	7.11111111	%






7. Trade Date: July 27, 2009




Effective Date: September 18, 2009




 





1     Amounts in this column in the column immediately to the right to be adjusted by
the counterparties to take into account any payments or prepayments made between the Trade Date and
the Effective Date.



2     Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.





E-2 
 Form of Assignment and Assumption 









 








The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR



Citibank, N.A.

 	 
	 	By:  	/s/ Michael Eliason
 	 
	 	 	Title:   Michael Eliason 	 
	 	 	Attorney-In-Fact 	 
	 
	 	ASSIGNEE




Northern Trust Company

 	 
	 	By:  	/s/ Sara Bravo
 	 
	 	 	Sara Bravo 	 
	 	 	Title:  	Officer 	 
	 


	 	 	 	 	 
	Consented to and Accepted:



BANK OF AMERICA, N.A., as

Administrative Agent

 	 
	By:  	/s/ Tiffany Nicosia
 	 
	 	Title: Officer 	 
	 	 	 

	Consented to and accepted:




Piedmont Natural Gas Company, Inc., as Borrower:

 	 
	By:  	/s/ Robert O. Pritchard
 	 
	 	Name:  	Robert O. Pritchard 	 
	 	Title:  	VP, Treasurer and CRO 	 
	 
	Consented to and Accepted:



Bank of America, N.A.

as l/c issuer and swingline lender

 	 
	By:  	/s/ Scott K. Mitchell
 	 
	 	Name:  	Scott K. Mitchell 	 
	 	Title:  	Senior Vice President 	 
	 
	Consented to:



Wachovia Bank, N.A. as LC Issuer

 	 
	By:  	/s/ Henry R. Biedrzycki
 	 
	 	Name:  	Henry R. Biedrzycki 	 
	 	Title:  	Director